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HomeMy WebLinkAboutContract 37129CITY SECRETARY CONTRACT NO 3 )J RICOH ORDER AGREEMENT 00010.31522 RICOH BUSINESS SOLUTIONS OFFICE 762 OFFICE NAME Fort Worth DELIVERING OFFICE NUMBER 762 SPSN NAME AND NUMBER Earle, Paula 31522 DATE 4/8/2008 TYPE OF SALE: Fair Market Value Lease Agreement DELIVERING SPSN NAME AND Earle, Paula NUMBER 31522 SHIP TO AGREEMENT CONSISTS OF THIS PAGE, THE TERMS MAINTENANCE TERMS ATTACHED. AND CONDITIONS, AND BILL TO NAME: City of Fort Worth NAME: City of Fort Worth ADDRESS: 1000 Throckmorton ADDRESS: 1000 Throckmorton ADDRESS: ACCOUNT NUMBER ADDRESS: ACCOUNT NUMBER CITY Fort Worth ST TX ZIP 76102 COUNTY Tarrant CITY Fort Worth ST TX ZIP 76102 COUNTY Tarrant SHIP TO PHONE 1 817 392-8453 LIC OR SIC GROUP CODE CONTACT Rick Brents PHONE 1 817 392-8453 PRE-SCREEN KEY DECISION MAKER Rick Brents PHONE # 1 817 392-8453 FAX # BILLING INFORMATION BILLING INDICATOR ❑ NAT. CONT. ❑ BMA ❑ BILL TO LOC ❑ SHIP TO LOC P. 0. NO, LIMIT EXPIRE 5/1 /2009 ARREARS RATE FACTOR BILL START DATE NAT. CONTRACT NO. RICOH INTERNAL USE ONLY RELEASE BY / BILLING MASTER BMS ORDER NO. STATUS APPROVAL CODE REVISION TYPE PROD ID DESCRIPTION DROP SHIP SERIAL NO. MTR RDG QTY SALE 4817225 LD1110 INTERNAL IPDS CONTROLLER Y 2 SALE 4791708 AFICIO MP 1100/LD1110 DIGITAL MFP Y 2 SERVICE 2052060 Zone: 1 Beg Date: 5/1/2008 No of Months: 36 Service Location: 762 Service Level: 91 Mtr Card: Y Mtr Freq: Q Drum Ind: Y Toner Ind Y BLACK AND WHITE COPY CHARGE OF $ 0.0048000 BILLED QUARTERLY 1 SALE 4800420 LD190/LD1 1 10/LD1 135 DEVELOPER Y 2 SALE 7180370 RICOH TONER MP 1350A 4 EA BLACK Y 2 SALE 0884994 RICOH MP 1350A TONER BLACK Y 8 SALE 4791712 SR5000 FINISHER Y 2 SALE 4817054 PRINTER/SCANNER KIT Y 2 SALE 9908612 DIGITAL PRINT NETWORK CONNECT 2 SALE 2029808 Shipping and Handling Fees 1 DISC DISCOUNT 1 MESSAGE SUB TOTAL TAXES ORDER TOTAL LESS PAYMENT AMOUNT DUE Fair Market Value Lease Agreement (Rev. 2/08) 1 ORDER AGREEMENT R/COH BUSINESS SOLUTIONS 00010.31 Ozz LEASE AGREEMENT NO, OF PAYMENTS 3 PAYMENT FREQUENCY Annually PAYMENT AMOUNT $26,100,00 CONTRACT TERM 3 PLUS TAX N/A ESTIMATED 1ST PAYMT DUE 5/1/2008 TOTAL PAYMENT AMOUNT $26,100.00 END OF LEASE OPTION Fair Market Value ADVANCE PAYMENT AMOUNT 0,00 If no amount of taxes is shown above, applicable tax amounts will be determined and reflected on each invoice. In addition, any taxes shown above are estimated. Actual tax amounts, which may differ from the amounts stated above, will be determined and reflected on the invoice IMPORTANT:READ BEFORE SIGNING. THE TERMS OF THE AGREEMENT SHOULD BE READ CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING ARE ENFORCEABLE. TERMS OR ORAL PROMISES WHICH ARE NOT CONTAINED IN THIS WRITTEN AGREEMENT MAY NOT BE LEGALLY ENFORCED. YOU MAY CHANGE THE TERMS OF THIS AGREEMENT ONLY BY ANOTHER WRITTEN AGREEMENT BETWEEN YOU AND US. CHANGES MADE BY RICOH PERSONNEL OR ANYONE ELSE DO NOT BECOME PART OF YOUR AGREEMENT. YOU AGREE TO COMPLY WITH THE TERMS AND CONDITIONS OF THE AGREEMENT. THIS AGREEMENT IS NOT CANCELLABLE. YOU AGREE THAT THE EQUIPMENT WILL BE USED FOR BUSINESS PURPOSES ONLY AND NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES. YOU CERTIFY THAT ALL THE INFORMATION GIVEN IN THIS AGREEMENT AND YOUR APPLICATION WAS CORRECT AND COMPLETE WHEN THE AGREEMENT WAS SIGNED. THIS AGREEMENT IS NOT BINDING UPON US OR EFFECTIVE UNTIL AND UNLESS WE EXECUTE THIS AGREEMENT. THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS. MAINTENANCE AGREEMENT BY INITIALING IN THE SPACE PROVIDED TO THE RIGHT, CUSTOMER ACKNOWLEDGES INITIALS THAT THE MAINTENANCE AGREEMENT HAS BEEN FULLY EXPLAINED. CUSTOMER ALSO ACKNOWLEDGES THAT THEY ARE RESPONSIBLE FOR TONER SHIPPING AND HANDLING CHARGES. 'INITIALS' AFICIO MP 1100/LD1110 DIGITAL MFP CUSTOMER ACKNOWLEDGES AND ACCEPTS PER BLACK AND WHITE COPY CHARGE OF $ 0.0048000 BILLED QUARTERLY ACCEPTED: RICOH AMERICAS CORPORATION CUSTOMER NAME (BUSINESS ENTITY) 5 DE RISK P EfirQAL LL, NJ 07006 TITLE TITLE z _@b PRINT NAME: Fernando Costa AprDATE ACC DATE IGNy Manager Assistant08 s Z9 By initialing in the space provided to the right, Customer acknowledges that it has received copies of the Terms and INITIALS Conditions of Sale or Lease Agreement and Maintenance Agreement, as applicable to this Order Agreement and acknowledges that such Terms and Conditions are incorporated into this Order Agreement, UNCONDITIONAL GUARANTY In consideration of Ricoh entering into the above Agreement in reliance on this guaranty, the e�gned, together and separately, unconditionally and irrevocably guarantee to Ricoh, its successors and assigns, the prompt paymen�t 3n erformance of all obligations under the above Agreement. The undersigned agree that (a) this is a guaranty of payment and not of colle 'erf nd that Ricoh can proceed directly against the undersigned without disposing of any security or seeking to collect from Customer PERSONAL: BY: ,Individually Address: Social Security Number: Witness: u d fa Fair Market Value Lease Agreement — (Rev. 2/08) PERSONAL BY: Address: Social Security Number: Witness: ASSIS�'ANT CITY ATTORNCY ,Individually ORDER AGREEMENT RICOH BUSINESS SOLUTIONS 00010.31522 GENERAL TERMS AND CONDITIONS 1, Orders. Customer may acquire the products or services from Ricoh by executing and delivering to Ricoh an Order Form for acceptance. If Customer has elected to execute a Lease Agreement, Customer shall be deemed to have assigned its right to purchase the Equipment to a third party Lessor and to enter into the Lease Agreement with such Lessor. These General Terms and Conditions shall be incorporated by reference into any Order Form, Lease Agreement or Maintenance Agreement; provided, however, that, in the event of any conflict between the terms of the Lease Agreement and these General Terms and Conditions, the terms of the Lease Agreement shall control. 2. Pricing and Charges/Payment Terms. Pricing for Maintenance Services may be adjusted by Ricoh on or after each one-year anniversary of the effective date of the Maintenance Agreement. However, such increase shall not exceed 5% of the price from the previous year. Unless otherwise specified in any Order Form, payment to Ricoh for products shall be net thirty (30) days from date of invoice. Customer shall pay Ricoh interest on any past due payment at the highest rate permitted by applicable law, not to exceed 1% per month. 3. Taxes. Customer shall not be liable for any taxes pursuant to this Agreement. 4, Limited Warranties. Ricoh warrants to Customer that Maintenance Services shall be performed by Ricoh in accordance with industry standards. Ricoh further warrants that, at the time of delivery and for a period of ninety (90) days thereafter the Equipment will be in good working order and will be free from any defects in material and workmanship. Ricoh's obligations under this warranty are limited solely to the repair or replacement (at Ricoh's option) of parts proven to be defective upon inspection. The foregoing warranty shall not apply (a) if the Equipment is installed, wired, modified, altered, moved or serviced by anyone other than Ricoh, or, (b) if the Equipment is installed, stored and utilized and/or maintained in a manner not consistent with Ricoh specifications or (c) if a defective or improper non -Ricoh accessory or supply or part is attached to or used in the Equipment, or (d) if the Equipment is relocated to any place where Ricoh services are not available. CUSTOMER ACKNOWLEDGES THAT THE LIMITED WARRANTY CONTAINED HEREIN DOES NOT ASSURE UNINTERRUPTED OPERATION AND USE OF THE EQUIPMENT, THE FOREGOING LIMITED WARRANTIES DO NOT APPLY TO CONSUMABLE PARTS INCLUDING, BUT NOT LIMITED TO DRUMS, CLEANING BRUSHES, FILTERS, HEAT AND OILER TUBES, PRESSURE PADS, LAMPS LENSES, FUSES, PAPER AND TONER. THE WARRANTIES EXPRESSED HEREIN ARE EXCLUSIVE AND RICOH HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 5. Limitation of Liability. RICOH SHALL HAVE NO LIABILITY TO CUSTOMER (OR TO ANY PERSON OR ENTITY CLAIMING THROUGH CUSTOMER) FOR LOST PROFITS, LOSS OF REVENUE, OR FOR SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY MANNER CONNECTED WITH ANY ORDER FORM, LEASE AGREEMENT OR MAINTENANCE AGREEMENT, OR THE SUBJECT MATTER HEREOF OR THEREOF, REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT RICOH HAS BEEN INFORMED OF, OR OTHERWISE MIGHT HAVE ANTICIPATED, THE POSSIBILITY OF SUCH DAMAGES; PROVIDED, HOWEVER, THAT THE LIMITATION OF LIABILITY SET FORTH IN THIS SECTION 5 SHALL NOT APPLY TO DIRECT DAMAGES RESULTING FROM THE NEGLIGENCE OR WILLFUL MISCONDUCT OF RICOH OR ITS PERSONNEL. EXCEPT FOR DAMAGES OR CLAIMS FOR PERSONAL INJURY OR DEATH, IN NO EVENT SHALL ANY LIABILITY OF RICOH TO CUSTOMER EXCEED THE AMOUNT PAID BY CUSTOMER TO RICOH PURSUANT TO ANY ORDER FORM, LEASE AGREEMENT OR MAINTENANCE AGREEMENT, AS APPLICABLE. 6, Governing Law. These General Terms and Conditions and the Maintenance Terms and Conditions below shall be construed in accordance with and governed by the substantive laws of the State of Texas without regard to its conflicts of laws principles. 7. Entire Agreement, These General Terms and Conditions and the Maintenance Terms and Conditions below constitute the entire agreement between the parties and supersede all proposals, oral or written, and all other communications between the parties in relation to the Equipment. Customer agrees and acknowledges that it has not relied on any representation, warranty or provision not explicitly contained in these General Terms and Conditions and any Order Form, Lease Agreement and/or Maintenance Agreement, whether in writing, electronically communicated or in oral form. Any and all representations, promises, warranties, or statements by any Ricoh agent, employee or representative that differ in any way from the terms of these General Terms and Conditions and any Order Form, Lease Agreement and/or Maintenance Agreement shall be given no force or effect. MAINTENANCE TERMS AND CONDITIONS 1. Maintenance Service. Ricoh agrees to provide to Customer, during Ricoh's normal business hours, the maintenance service necessary to keep the Equipment in, or restore the Equipment to, good working order in accordance with Ricoh's policies then in effect. This maintenance service includes maintenance based upon the specific needs of individual Equipment, as determined by Ricoh, and unscheduled, on -call remedial maintenance. For each unscheduled service call requested by the Customer, Ricoh shall have a reasonable time within which to respond which shall be an average of two (2) hours response time measured quarterly. Maintenance will include lubrication, adjustments, and replacement of maintenance parts deemed necessary by Ricoh. Maintenance parts will be furnished on an exchange basis, and the replaced parts become the property of Ricoh. Maintenance service provided under this Agreement does not assure uninterrupted operation of the Equipment. If available, maintenance service requested and performed outside Ricoh's normal business hours will be charged to the Customer at Ricoh's applicable time and material rates and terms then in effect, unless Ricoh and Customer have a written agreement providing for after-hours maintenance service. This Agreement does not cover charges for installation of equipment or de -installation of equipment if it is moved. For purposes of these Maintenance Terms and Conditions, Equipment excludes any software and documentation described on the Order Form and/or incorporated or integrated in the Equipment. 2. Exclusions To Maintenance Service. Maintenance service provided by Ricoh under this Agreement does not include: (a) Repair of damage or increase in service time caused by failure of Customer to provide continually a suitable installation environment with all facilities prescribed by Ricoh, including, but not limited to, the failure to provide, or the failure of, adequate electrical power, air-conditioning, or humidity -control; (b) Repair of damage or increase in service time caused by: accident; disaster, which shall include but not to be limited to fire, flood, water, wind, and lightning; neglect; power transients; abuse or misuse; failure of the Customer to follow Ricoh's published operating instructions; and unauthorized modifications or repair of Equipment by persons other than authorized representatives of Ricoh; (c ) Repair of damage or increase in service time caused by use of the Equipment for purposes other than those for which designed; (d) Replacement of parts which are consumed in normal Equipment operation, unless specifically included; (e) Furnishing supplies or accessories, painting or refinishing the Equipment or furnishing the material therefor, inspecting altered Equipment, performing services connected with relocation of Equipment or adding or removing accessories, attachments or other devices; (0 Repair of damage, replacement of parts (due to other than normal wear) or repetitive service calls caused by use of incompatible supplies; (g) Complete unit replacement or refurbishment of the Equipment; (h) Electrical work external to the Equipment or maintenance of accessories, attachments, or other devices not furnished by Ricoh; (i) Increase in service time caused by Customer denial of full and free access to the Equipment or denial of departure from Customer's site. The foregoing excluded items, if performed by Ricoh, will be charged to Customer at Ricoh's applicable time and material rates then in effect. 3. Invoicing. Charges for maintenance service hereunder will consist of a Basic Maintenance Charge, any applicable zone charge, and, if applicable, Meter Charges as stated below in this Agreement. In addition, Customer shall be responsible for paying all shipping and handling charges for toner, even if this Agreement is a toner inclusive contract as set forth on the Ricoh Order Form, in accordance with the terms stated on the invoice. The Basic Maintenance Charge may be invoiced in advance. The Meter Charge (if applicable) or other maintenance charges will be invoiced periodically in arrears. The Basic Maintenance and Meter Charges for a partial month's service will be prorated on the basis of a thirty (30) day month. Payment is required within the period stated on the invoice. 4. Engineering Changes. Engineering changes, determined applicable by Ricoh, will be controlled and installed by Ricoh. Engineering changes which provide additional capabilities to the Equipment covered herein will be made at Customer's request at Ricoh's applicable time and material rates and terms then in effect. 5. Indemnification. Except as otherwise provided in Section 5 of the General Terms and Conditions, Ricoh agrees to indemnify and hold Customer harmless from and against any loss, cost, damage, claim, expense, or liability as a result of injury or death of any person or damage to any personal property of Customer which such personal injury or damage arises out of or in connection with the negligent acts, omissions or intentional conduct of Ricoh or its employees in the performance of this Agreement, provided Ricoh receives prompt written notice of such personal injury or damage, and provided further that Ricoh shall have the sole control of the defense of any such action and all negotiations for its settlement or compromise. 6. Term and Termination. This maintenance agreement shall extend for a period of one (1) year from its commencement date and shall automatically renew for additional one (1) year periods unless notice of nonrenewal is provided by either party within thirty (30) days of the initial or any renewal term. Notwithstanding the above, either party may terminate a maintenance agreement for failure of the other to comply with any of its terms and conditions in the event such noncompliance is not cured within thirty (30) days after the provision of notice of such noncompliance. Maintenance service performed by Ricoh after the termination of a maintenance agreement shall be charged to Customer at Ricoh's applicable time and material rates and terms then in effect. Ricoh may suspend performance under any maintenance agreement if Customer is in default or in arrears in payments to Ricoh under this or any other agreement. 7. Meter Charges. If applicable, Customer also shall pay the monthly meter charges listed on the first page hereof for each copy made on Equipment subject to this Agreement. The initial quarter following installation will include the first partial month (if applicable) and meter charges for such partial month will be prorated. Meter readings shall be provided on a quarterly basis by Customer at the request of Ricoh. "` 11 8. Supplies. If supplies are included in the service provided under th s Agreement, Ricoh will-syp 1y black toner, ink and developer, unless otherwise stated in this Agreement, to Customer based upon normal yields. If Customers usage of the suppliez exceeds the normal yields for the equipment being serviced, Ricoh will invoice and Customer agrees to pay, for the excess supplies at Ricoh's current retail prices then in effect. �Z, l jf j��i'24 U A u Fair Market Value Lease Agreement ' �' �I f ° L``�' (Rev. 2/08) LEASE AGREEMENT 00010.31522 RICOH BUSINESS SOLUTIONS TO OUR VALUED CUSTOMER: This Lease Agreement ("Lease") has been written in "Plain English:' When we use the words you and your in this Lease, we mean you, our customer, which is the Lessee indicated below. When we use the words we, us, and our in this Lease, we mean the Lessor, Ricoh Americas Corporation or a third party Lessor, as assignee, as agreed in Section 8 below. 1. LEASE: This Lease establishes the general terms and conditions under which we lease to you the equipment described in the Order Agreement, dated 2. TERM AND RENT: This Lease is effective on the date that it is accepted and signed by You, and the term begins on that date or any later date as designated by the parties (the "Commencement Date") and continues thereafter for the number of months indicated above. You will sign a separate Equipment delivery and acceptance certificate. Payments will be due as invoiced by us until the balance of the Lease Payments and any additional Lease Payments or expenses chargeable to you under the Lease are paid in full. YOUR OBLIGATION TO PAY THE LEASE PAYMENTS AND OTHER LEASE OBLIGATIONS ARE ABSOLUTE AND UNCONDITIONAL AND ARE NOT SUBJECT TO CANCELLATION, REDUCTION, SETOFF OR COUNTERCLAIM. THIS LEASE IS NON -CANCELABLE. 3. LATE CHARGES/DOCUMENTATION FEES: If a Lease Payment is not made within 30 days of when due, you will pay us, within one month, a late charge of 1% of the payment ,but only to the extent permitted by law. 4. SELECTION OF EQUIPMENT/DISCLAIMER OF WARRANTIES: You have selected the Equipment and the supplier from whom we agree to purchase the Equipment at your request. We are not the manufacturer of the Equipment and we are leasing the Equipment to you "AS -IS". You have selected the Equipment and we MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. We transfer to you for the term of this Lease all warranties, if any, made by the manufacturer. YOU ALSO ACKNOWLEDGE THAT NO ONE IS AUTHORIZED TO WAIVE OR CHANGE ANY TERM, PROVISION OR CONDITION OF THIS LEASE AND EXCEPT FOR THE MANUFACTURER WARRANTIES, MAKE ANY REPRESENTATION OR WARRANTY ABOUT THE LEASE OR THE EQUIPMENT. WE SHALL NOT BE LIABLE FOR ANY DELAYS IN MAKING DELIVERIES OR REPAIRS NOR IN ANY EVENT FOR SPECIAL, RESULTING OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFIT OCCASIONED BY ANY BREACH OF WARRANTY OR REPRESENTATION OR RESULTING FROM THE USE OR PERFORMANCE OF THE EQUIPMENT. YOUR OBLIGATION TO PAY IN FULL ANY AMOUNT DUE UNDER THIS LEASE WILL NOT BE AFFECTED BY ANY DISPUTE, CLAIM, COUNTERCLAIM, DEFENSE OR OTHER RIGHT WHICH YOU MAY HAVE OR ASSERT AGAINST THE SUPPLIER OR THE EQUIPMENT MANUFACTURER. 5. TITLE, PERSONAL PROPERTY, LOCATION AND INSPECTION: Unless you have a $1.00 purchase option, we will have title to the Equipment. If you have a $1.00 purchase option and/or the Lease purchase option is deemed to be a security agreement, you grant us a security interest in the Equipment and all proceeds thereof. You have the right to use the Equipment for the full Lease term provided you comply with the terms and conditions of the Lease. Although the Equipment may became attached to real estate, it remains personal property and you agree not to permit a lien to be placed upon the Equipment or to remove the Equipment without our prior written consent. If we feel it is necessary, you agree to provide us with waivers of interest or liens, from anyone claiming any interest in the real estate on which any item of Equipment is located. We also have the right, at reasonable times, to inspect the Equipment. 6. USE, MAINTENANCE AND REPAIR: During the term of this Lease, you are required, at your own cost and expense, to maintain in full force and effect a maintenance agreement with Ricoh or a third party which has been authorized to service and maintain the Equipment by the manufacturer, and to keep the Equipment in goad repair, condition and working order, except for ordinary wear and tear, and you will supply all parts and servicing required. All replacement parts used or installed and repairs made to the Equipment will become our property. You may, with our prior written consent, make modifications to the Equipment; provided such modifications do not reduce the value or usefulness of the Equipment or result in the loss of any warranty or any certification necessary for the maintenance of the Equipment and such modifications must be easily removable without causing damage to the Equipment. Before returning the Equipment, you agree to remove such modifications and restore the Equipment to its original condition. If you fail to remove such modifications, we are deemed the owner of such modifications. IN THE EVENT THE LEASE PAYMENTS INCLUDE THE COST OF MAINTENANCE AND/OR SERVICE BEING PROVIDED BY THE SUPPLIER AND/OR THE MANUFACTURER OF THE EQUIPMENT, YOU ACKNOWLEDGE THAT IF THIS LEASE IS ASSIGNED, THE ASSIGNEE LESSOR IS NOT RESPONSIBLE FOR PROVIDING SUCH MAINTENANCE AND/OR SERVICE FOR THE EQUIPMENT. YOU WILL MAKE ALL CLAIMS FOR SERVICE ANDlOR MAINTENANCE SOLELY TO THE SUPPLIER AND/OR MANUFACTURER AND SUCH CLAIMS WILL NOT AFFECT YOUR OBLIGATION TO MAKE ALL REQUIRED LEASE PAYMENTS TO THE ASSIGNEE LESSOR. 7. ASSIGNMENT: YOU AGREE NOT TO TRANSFER, SELL, SUBLEASE, ASSIGN, PLEDGE OR ENCUMBER EITHER THE EQUIPMENT OR ANY RIGHTS UNDER THIS LEASE WITHOUT OUR PRIOR WRITTEN CONSENT. You agree that we may sell, assign or transfer this Lease andlor the Equipment and, if we do, the new owner will have the same rights and benefits that we now have but will not have to perform and will not be liable for any of our obligations and that the rights of the new assignee Lessor, will not be subject to any claims, defenses, or set -offs that you may have against us. Except for securitizations, syndications and sales of leases in the normal course of business where we remain as the servicer, we will use our reasonable efforts to notify you of any sale, assignment or transfer by us. However, failure thereof -• � •1 will not constitute a breach by us hereunder. Any such assignment; sale or transfer of ;�!�� this Lease or the Equipment will not relieve us of our obligations to you under -this `% Fair Market Value Lease A reement �' U� 'w?�" � �i 8. END OF TERM OPTION: Upon at least sixty (60) days but not more than one hundred twenty (12D) days written notice to us prior to the expiration of the Lease term, you shall advise us of your intention to either exercise any purchase option that has been granted to you or return the Equipment to us at the end of the Lease term. Provided you have given such timely notice, you shall either purchase or return the Equipment to us, freight and insurance prepaid, in good repair, condition and working order, ordinary wear and tear excepted, in a manner and to a location designated by us. If you fail to notify us, or having notified us, you fail to purchase or return the Equipment as provided herein, this Lease shall renew for consecutive sixty (60) day periods and you agree to continue to make Lease Payments at the same monthly Lease Payments as set forth in the Lease subject to the right of either party to terminate the Lease upon sixty (60) days written notice, in which case you will immediately deliver the Equipment to us as required in this paragraph. Upon expiration of the Lease term, provided you are not in default, you shall have the option to purchase all but not less than all of the Equipment on the terms as indicated above. We will use our reasonable judgment to determine the Equipment's fair market value for all fair market value purchase options which shall be based on the Equipment remaining in place. 9. LOSS OR DAMAGE: You are responsible for the risk of loss or destruction of, or damage to the Equipment. No such loss or damage relieves you from any obligation under this Lease. You agree to promptly notify us of any loss or damage to the Equipment and you will pay to us the present value of the total of all unpaid Lease Payments for the full Lease term, plus either the fair market value of the Equipment at the end of the originally scheduled Lease term as reasonably determined by us or any End of Term Option price stated on the Lease, whichever is greater (the "FMV"), with the accelerated Lease Payments and the FMV discounted at 5% per annum, plus, if applicable, reasonable costs of collection and attorneys' fees, whereupon the Lease shall terminate. All proceeds of insurance received by us will be applied to the amount due under this section 8. 10. INDEMNITY: We are not responsible for any losses or injuries caused by the Equipment and to the extent permitted by law, you agree to reimburse us for and to indemnify and defend us against any claim for losses or injuries caused by the Equipment except if caused by our negligence or willful misconduct. This indemnity will continue even after the termination of this Lease 11. TAXES: You agree to pay all license and registration fees, sale and use taxes, personal property taxes and all other taxes and charges, relating to the ownership, leasing, rental, sale, purchase, possession or use of the Equipment as part of the Lease Payment or as billed by us. You agree that if we pay any taxes or charges on your behalf, you will reimburse us for all such payments with the next Lease Payment. If you are eligible for a tax exemption, you agree to provide us with all applicable tax exemption certificates for us to use on your behalf in claiming an exemption. 12. INSURANCE: [You agree to provide us with evidence of your self insured status in the form of our standard Self Insurance Addendum attached hereto. 13. DEFAULT: You are in default of this Lease if any of the following occurs: a) you fail to pay any Lease Payment or other sum when due; b) you breach any warranty or other obligation under this Lease, or any other agreement with us; c) you, any partner or any guarantor dies, you become insolvent or unable to pay your debts when due; you stop doing business as a going concern; you merge, consolidate, transfer all or substantially all of your assets; you make an assignment for the benefit of creditors or you undergo a substantial deterioration in your financial condition; or d) you, any guarantor or any partner, voluntarily file or have filed against you or it involuntarily, a petition or liquidation, reorganization, adjustment of debt or similar relief under the Federal Bankruptcy Code or any other present or future federal or state bankruptcy or insolvency law, or a trustee, receiver or liquidator is appointed for you or it or a substantial part of your or its assets. 14. REMEDIES: We have the following remedies if a default should occur: a) upon written notice for liquidated damages for loss of the bargain and not as a penalty, declare the entire balance of the unpaid Lease Payments for the full term immediately due and payable and demand and receive all Lease Payments and any other payments then accrued and those that are accelerated under the Lease or any other agreement plus, if we do not receive the Equipment back in our possession, the FMV (as defined in Section 8) with all accelerated Lease Payments and the FMV discounted at 6% per annum, but only to the extent permitted by law; b) charge you interest on all monies due us at the rate as set forth in Texas Gov't Code 2251.025 (currently WSJ Prime as of the first business day of July of the prior fiscal year plus 1 %per year from the date of default until paid, but in no event more than the maximum rate permitted bylaw; c) and require that you return the Equipment to us and in the event you fail to return the Equipment, enter upon the premises peaceably with orwithout legal process where the Equipment is located and repossess the Equipment. Such return or repossession of the Equipment will not constitute a termination of this Lease unless we expressly notify you in writing that it is terminated. In the event the Equipment is returned to or repossessed by us, we will sell or re -rent the Equipment to any persons with any terms we determine, at one or more public or private sales, with orwithout notice to you, and apply the net proceeds after deducting the costs and expenses of such sale or re -rent to your obligations with you remaining liable for any deficiency. HOWEVER, IN ANY COMBINATION WE WILL IN NO EVENT BE ENTITLED TO COLLECT MORE THAN THE TOTAL OF (A) ABOVE AND OUR REASONABLE COLLECTION EXPENSES. Subject to Section 20 herein, You are also required to pay (i) all expenses incurred by us in connection with the enforcement of any remedies, including all expenses of repossessing, storing, shipping, repairing and selling the Equipment 15. WARRANTY OF BUSINESS PURPOSE: You warrant and represent that the Equipment will be used for business purposes, and not for personal, family or household purposes. 0 16. UCC FILINGS. You authorize us to file a financing statement covering the Equipment. 17. MISCELLANEOUS: Written notices will be deemed to have been given when delivered personally within 3 days after being deposited in the United States mail, postage prepaid , or the next business day if sent by overnight courier, and addressed to the recipient at its address above or at any other address subsequently provided in writing. This Lease Agreement contains the entire agreement and understanding of the parties. No agreements, amendments or understandings are binding on the parties unless set forth in writing and signed by the parties. Any provision of this Lease which far any reason may be held unenforceable shall be ineffective without invalidating the remaining provisions of this Lease. 18. UCC -- ARTICLE 2A PROVISIONS. You agree that this Lease is a Finance Lease as that term is defined in Article 2A of the UCC. You acknowledge that we have given you the name of the Supplier of the Equipment. We hereby notify you that you may have rights under the contract with the Supplier and you may contact the Supplier for a description of any rights or warranties that you may have under the supply contract. Against any financial institution that we assign this Lease to for funding, you waive any and all rights and remedies granted under Sections 2A-508 through 2A-522 of the UCC; however, the foregoing waiver does not limit any rights or remedies you may have against Ricoh Business Solutions, the supplier, or manufacturer of the Equipment. 19. CHOICE OF LAW. This Lease shall in all respects be interpreted and all rights and liabilities of the parties under this Lease shall be determined and governed as to validity, interpretation, enforcement and effect by the laws of the State of Texas. BY SIGNING THIS LEASE: (i) YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS LEASE; (ii) YOU AGREE THAT THIS LEASE IS A NET LEASE THAT, EXCEPT FOR AN EVENT OF NON - APPROPRIATION AS SET FORTH IN SECTION 20 OF THIS LEASE, YOU CANNOT TERMINATE OR CANCEL, YOU HAVE AN UNCONDITIONAL OBLIGATION TO MAKE ALL PAYMENTS DUE UNDER THIS LEASE, AND YOU CANNOT WITHHOLD, SET OFF OR REDUCE SUCH PAYMENTS FOR ANY REASON. 20. FISCAL FUNDING OUT— All payments for fess, penalties or interest due under this Lease Agreement, order agreement and/or any other document which comprises the Agreement between the parties is subject to the following provision: In the event no funds or insufficient funds are appropriated by the Customer in any fiscal period for any payments due hereunder, Customer will notify Ricoh of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the Customer of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds shall be been appropriated. 21. INSURANCE —Ricoh, but not any assignee of Ricoh's shall purchase insurance in the following amounts: Commercial General Liability $1,000,000 each occurrence, $2,000,000 aggregate;Automobile: $1,000,000 combined single limit; Workers Compensation: statutory amounts; Technology Errors and Omissions: $1,000,000 each claim, $1,OOO,OOOaggregate. All certificates of insurance shall be endorsed to name the City of Fort Worth as an additional insured, and shall submitted and approved by the Customer's risk manager prior to Ricoh beginning work pursuant to this Agreement. Notwithstanding the foregoing, if Ricoh assigns its obligations under this Lease, then Customer has the right to require any such assignee to obtain reasonable levels of insurance necessary to protect Customer's interest, to Customer's satisfaction. This requirement shall be a condition precedent to any such assignment having legal effect. 22. FORCE MAJEURE —Each party shall exercise its best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control (force majeure), including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 23. INDEPENDENT CONTRACTOR -- It is expressly understood and agreed that Ricoh shall operate as an independent contractor as to all rights and privileges granted herein, and not as agent, representative or employee of the Customer. Subject to and in accordance with the conditions and provisions of this Agreement, Ricoh shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors. Ricoh acknowledges that the doctrine of respondeat superior shall not apply as between the Customer its officers, agents, servants and employees, and Ricoh, its officers, agents, employees, servants, contractors and subcontractors. Ricoh further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between Customer and Ricoh. The persons executing this document below hereby certify that each has the power to bind the above referenced entity to the duties and obligations set forth herein Lessor r', F� N Print Name &Title Attested By: �� (�L���w �-� ,f I�t�rt� k�encirLx Lessee Authorized Signature Fernando Costa Name &Title Date S�2'�ae ASSiSTA�NT CITY ATT�RN�Y �, � r,,- . x-, �, '����'�.�yll� �:i:�U�'�'' Q �( r_. �, �'7u �/USu,�tiLS i tl U �� , � . �r Fair Market Value Lease Agreement (Rev. 2/08) 5 00010.31522 R/COH BUSINESS SOLUTIONS DELIVERY &ACCEPTANCE CERTIFICATE Customer(Lessee): Lease Agreement Dated The above Customer hereby unconditionally represents and certifies to Ricoh Americas Corporation ("Ricoh"), and agrees, that: 1. The following equipment, other personal property and software, if any, leased or otherwise provided to Customer or otherwise constituting collateral relating to the above lease, contract or schedule (the "Goods"), has been fully delivered and installed at Customer's place of business, has been inspected and tested by Customer and is operating in good working order to Customer's complete satisfaction, meets all of Customer's requirements and specifications, and is hereby irrevocably accepted by Customer: Qumrtity Make or Other Descriptioir Model Name (if an3) Serial # (if airy) AttacJr additional page if necessary 2. There are no side agreements between Customer and any third party relating to the subject matter of the Contract, and no cancellation rights have been granted to Customer by Ricoh or any third party. There is no "free demonstration" or "test" period for the Goods. Customer has reviewed and understands all of the terms of the Contract, and Customer agrees that, subject to applicable law, the Contract cannot be revoked or canceled or terminated prior to expiration of the initial term. Customer agrees that (i) Ricoh may insert the Contract or Lease number above and the Delivery Date below if either is missing following the Customer's signature below. Insh-uctiorr to Customer: Please sign this Certificate certifying drat the Goods have been delivered, installed and accepted . Customer's /Lessee's Authorized Print Name: Signature: Fair Market Value Lease Agreement (Rev. 2/08) .,,.^,,,.,_ ,,�r,,�J �, .?'� r�'1 r o �J�`t� a'��;!t�l��;��s ;���,?;;,�, ;pp y� s '.��^'`,U�� uLa�� Delivery Date of the Goods: f3